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Registration No. 333-_______
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CSG SYSTEMS INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 47-0783182
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7887 East Belleview Ave., Suite 1000, Englewood, CO 80111
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(Address of Principal Executive Offices) (Zip Code)
CSG Systems International, Inc.
Stock Option Plan for Non-Employee Directors
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(Full title of the plan)
Joseph T. Ruble, General Counsel
CSG Systems International, Inc.
7887 East Belleview Ave., Suite 1000, Englewood, CO 80111
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(Name and address of agent for service)
(303) 796-2850
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(Telephone number, including area code, of agent for service)
Copy to:
Howard J. Kaslow
8712 West Dodge Road, Suite 300
Omaha, NE 68114-3419
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per unit price registration fee
- ------------------- -------------- ----------------- ------------------ -----------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 per share 100,000 shares $23.125 (1) $2,222,500 (2) $673
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee. The
price is based upon the average of the high and low prices of CSG Systems
International, Inc. Common Stock on July 31, 1997, as reported on the
National Association of Securities Dealers Automated Quotation system.
(2) The aggregate offering price is based upon the exercise price for options
previously granted under the plan and the proposed maximum offering price
per unit for options not yet granted under the plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Incorporation of Documents by Reference
- ---------------------------------------
The documents listed in (a) through (c) below are incorporated by reference
in this registration statement; and all documents subsequently filed by the
registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
thereof from the date of filing of such documents.
(a) The registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act.
(b) All other reports filed by the registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
registrant document referred to in (a) above.
(c) The description of the class of securities being offered contained in
a registration statement filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.
Indemnification of Directors and Officers.
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Section 145 of the General Corporation Law of the State of Delaware permits
indemnification by a corporation of certain officers, directors, employees, and
agents. Consistent therewith, the registrant's By-Laws require the registrant,
to the maximum extent and in the manner permitted by the Delaware General
Corporation Law, to indemnify each of its directors and officers against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred in connection with any proceeding to
which such director or officer was, is, or may be a party, arising by reason of
the fact that such person is or was a director, officer, employee, or agent of
the registrant. For purposes of this provision, a "director" or "officer" of
the registrant includes any person (i) who is or was a director or officer of
the registrant, (ii) who is or was serving at the request of the registrant as a
director or officer of another corporation, partnership, joint venture, trust,
or other enterprise, or (iii) who was a director or officer of a corporation
that was a predecessor corporation of the registrant or of another enterprise at
the request of such predecessor corporation. The registrant may, to the extent
and in the manner permitted by the General Corporation Law of Delaware,
indemnify each of its employees and agents (other than directors and officers)
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred in connection with any proceeding
to which such person was, is, or may be a party arising by reason of the fact
that such person is or was an employee or agent of the registrant. For purposes
of this provision, an "employee" or "agent" of the registrant (other than a
director or officer) includes any person (i) who is or was an employee or agent
of the registrant, (ii) who is or was serving at the request of the registrant
as an employee or agent of another corporation,
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partnership, joint venture, trust, or other enterprise, or (iii) who was an
employee or agent of a corporation which was a predecessor corporation of the
registrant or of another enterprise at the request of such predecessor
corporation.
The registrant maintains directors and officers liability insurance for the
benefit of its directors and officers.
The registrant has entered into separate indemnification agreements with
each of its directors and certain executive officers pursuant to which the
registrant has agreed, among other things, and subject to certain limited
exceptions (i) to indemnify them to the fullest extent permitted by law against
any claims and expenses incurred in connection therewith arising out of any
event or occurrence relating to their status as director, officer, employee,
agent, or fiduciary of the Company or of any other entity as to which they
served at the request of the registrant or by reason of any action or inaction
while serving in such capacity, and (ii) to advance any such expenses no later
than five days after demand.
Under a registration rights agreement between the registrant and certain of
its stockholders, the registrant has agreed to indemnify each stockholder
selling his, her, or its shares thereunder in connection with any expenses,
losses, claims, damages, or liabilities arising out of certain acts or omissions
of the registrant.
Undertakings
- ------------
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
2. That, for the purpose of determining any liability under the Securities
Act of 1933, as amended (the "Act"), each such post-effective amendment shall be
deemed to be a new registration
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statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENGLEWOOD, STATE OF COLORADO, ON AUGUST 1, 1997.
CSG SYSTEMS INTERNATIONAL, INC.
By: /s/ Neal C. Hansen
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Neal C. Hansen, Chairman of
the Board and Chief Executive
Officer (Principal Executive
Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of CSG Systems International,
Inc., hereby severally and individually constitute and appoint Neal C. Hansen,
George F. Haddix, John P. Pogge, and Greg Parker, and each of them, the true and
lawful attorneys and agents of each of us to execute in the name, place and
stead of each of us (individually and in any capacity stated below) any and all
amendments to this Registration Statement on Form S-8, and all instruments
necessary or advisable in connection therewith, and to file the same with the
Securities and Exchange Commission, each of said attorneys and agents to have
power to act with or without the other and to have full power and authority to
do and perform in the name and on behalf of each of the undersigned every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as any of the undersigned might or could do in person, and
we hereby ratify and confirm our signatures as they may be signed by our said
attorneys and agents and each of them to any and all such amendments and other
instruments.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Neal C. Hansen Chairman of the Board, August 1, 1997
- ------------------------ Chief Executive Officer
Neal C. Hansen and Director
(Principal Executive Officer)
/s/ George F. Haddix President and Director August 1, 1997
- ------------------------ (Principal Executive Officer)
George F. Haddix
/s/ Greg Parker Chief Financial Officer August 1, 1997
- ------------------------
Greg Parker
/s/ Randy Wiese Controller (Principal August 1, 1997
- ------------------------ Accounting Officer)
Randy Wiese
/s/ Royce J. Holland Director August 1, 1997
- ------------------------
Royce J. Holland
/s/ James D. Norrod Director August 1, 1997
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James D. Norrod
/s/ Bernard W. Reznicek Director August 1, 1997
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Bernard W. Reznicek
/s/ Rockwell A. Schnabel Director August 1, 1997
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Rockwell A. Schnabel
/s/ Frank V. Sica Director August 1, 1997
- ------------------------
Frank V. Sica
</TABLE>
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EXHIBIT INDEX
Exhibit No. Description
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5 Opinion of Legal Counsel
23 Consent of Arthur Andersen LLP
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EXHIBIT 5
Abrahams, Kaslow & Cassman
8712 West Dodge Road, Suite 300
Omaha, Nebraska 68114-3419
(402)392-1250
August 1, 1997
Board of Directors
CSG Systems International, Inc.
7887 East Belleview Avenue, Suite 1000
Englewood, Colorado 80111
RE: CSG Systems International, Inc. (the "Company") Stock Option
Plan for Non-Employee Directors
Gentlemen:
We have acted as your counsel in connection with the registration,
on a Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, of 100,000 shares of the Company's Common
Stock, $0.01 par value per share (the "Stock"), to be issued by the Company
pursuant to the Company's Stock Option Plan for Non-Employee Directors (the
"Plan"). We have reviewed the Registration Statement, the certificate of
incorporation and by-laws of the Company, corporate proceedings of the Board of
Directors relating to the issuance of such shares of Stock, and such other
documents, corporate records, and matters of laws as we have deemed necessary to
the rendering of the opinions expressed below.
Based upon the foregoing, we are of the opinion that the 100,000 shares
of Stock to be issued by the Company pursuant to the Plan, upon the exercise of
options granted under the Plan, are duly authorized and, when issued and paid
for in the manner contemplated in the Plan, will be legally issued, fully paid,
and non-assessable shares of Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
ABRAHAMS, KASLOW & CASSMAN
By: /s/ Howard J. Kaslow
HJK:clm
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EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 for the CSG Systems
International, Inc. Stock Option Plan for Non-Employee Directors of our reports
dated January 27, 1997, covering the consolidated financial statements and
schedule of CSG Systems International, Inc., and our reports dated December 22,
1995, covering the consolidated financial statements and schedule of Cable
Services Group, Inc., included in CSG Systems International, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1996, and to all references
to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Omaha, Nebraska
August 4, 1997
